Jeffrey Dunne
About Jeffrey R. Dunne
Independent director of Bankwell Financial Group, Inc. (BWFG) since 2023; age 70 . Vice Chairman at CBRE, Inc., overseeing New York Capital Markets across multifamily, office, retail and industrial assets; recognized with March of Dimes Real Estate Award (2012) and Edward S. Gordon Award (2013); B.S. from Pennsylvania State University and MBA from NYU Stern . BWFG’s Board has determined all directors other than the CEO are independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CBRE, Inc. | Vice Chairman; leads NY Capital Markets | Not disclosed | Expertise in real estate financing, sale and valuation, providing market insights to BWFG’s board |
| BWFG | Director | Since 2023 | Board-level oversight; not listed as member/chair of Audit, Compensation, Governance & Nominating, or Risk Committees in 2024-2025 compositions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wakeman Boys & Girls Club | Board of Trustees | Not disclosed | Community/charitable engagement |
| PSU Smeal School of Business | Real Estate Advisory Board | Not disclosed | Industry advisory role |
| Bishop Caggiano’s Real Estate Board | Board member | Not disclosed | Community role |
Board Governance
- Independence: Board determined all directors except the CEO are independent; shareholders may communicate directly with the independent directors .
- Leadership structure: Non-management Chairman (Blake S. Drexler) with CEO separate, enhancing independent oversight .
- Committees (2024-2025 compositions):
- Audit: Demos (Chair), Kotval, Seidman; met 12 times in 2024 .
- Compensation: Dale (Chair), Lampert, Porto; met 12 times in 2024; retained independent consultant Pearl Meyer .
- Governance & Nominating: Dale, Lampert, Leitão, Porto (Chair); met 8 times in 2024 .
- Risk Committee: formed July 2024; met 4 times in 2024 .
- Jeffrey Dunne is not listed as a member of these committees in the disclosed compositions .
- Attendance: In 2024 the Board met 10 times; each incumbent director attended at least 75% of Board and committee meetings; all current directors attended the 2024 Annual Meeting .
- Director stock ownership guidelines: ≥3x average annual Board fees (≥$150,000 minimum), to be met within two years; all directors with at least two years’ service currently meet the requirement .
- Anti-hedging/anti-pledging: Prohibits hedging, holding in margin accounts, or pledging company securities .
- Say-on-pay support (context for investor sentiment): 89.1% approval at 2024 meeting .
Fixed Compensation
| Year | Cash Fees ($) | Committee/Chair Fees Included? | Notes |
|---|---|---|---|
| 2023 | 42,083 | Yes (combined Board/committee retainer model) | Directors paid combined fees for service on Company and Bank boards |
| 2024 | 55,000 | Yes | Compensation based on committee service; chairs receive additional retainers |
Performance Compensation
| Grant/Year | Shares | Vesting | Fair Value/Comments |
|---|---|---|---|
| Special director grants (Dec 29, 2023) | 2,500 per non-employee director | 1/3 vested 12/29/2023; 1/3 2/7/2024; remaining vests 2/7/2025 | Structure and vesting schedule per Compensation Committee action; applies to all non-employee directors (including Dunne) |
| Annual director grant (2023 cycle) | 1,600 per director | 3 equal annual installments commencing 2/7/2025 | Annual equity for directors shifted to 3-year vesting |
| Annual director grant (Feb 7, 2025) | 1,800 per director | 3 equal annual installments commencing 2/7/2026 | Implemented new February grant cadence; Lampert received additional 400 shares for Corporate Secretary service |
- Unvested director shares (as of 12/31/2024): Dunne 2,434 .
- 2024 director stock awards for Dunne: none (stock award line shows $0 for 2024), consistent with special awards being targeted to Compensation/Governance committee members and shift in grant schedule .
No performance metrics are disclosed for director equity awards; director compensation is a mix of cash retainers and time-based restricted stock with committee service driving cash levels .
Other Directorships & Interlocks
- Public company boards: None disclosed for Dunne .
- Governance guideline cap: Directors may not serve on more than four public company boards .
- Related-party transactions: None meeting Item 404 threshold; ordinary-course banking relationships disclosed; no related-party loans outstanding as of 12/31/2024 .
Expertise & Qualifications
- Real estate capital markets leader with financial acumen in financing, sale, valuation; community engagement; education includes PSU (B.S.) and NYU Stern (MBA); industry awards evidencing peer recognition .
Equity Ownership
| Date (Record) | Beneficial Ownership (Shares) | % of Shares Outstanding | Unvested Restricted Shares |
|---|---|---|---|
| Apr 4, 2024 | 6,261 | ~0.08% (6,261 ÷ 7,908,180) | 3,267 |
| Mar 27, 2025 | 10,077 | ~0.13% (10,077 ÷ 7,888,942) | 2,434 (as of 12/31/2024) |
- Ownership guideline compliance: All directors with ≥2 years’ service meet guidelines (Dunne joined 2023) .
- Anti-pledging: Policy prohibits pledging company stock; no pledging disclosed .
Governance Assessment
- Committee engagement: Dunne is not listed as a member of core committees (Audit, Compensation, Governance & Nominating, Risk) in 2024-2025 disclosed rosters, limiting direct influence on key oversight areas; this may be neutral if his expertise is leveraged in Board-level deliberations, but reduces direct committee-level impact .
- Alignment: Time-based equity grants, stock ownership guideline compliance, and anti-hedging/anti-pledging policies support shareholder alignment .
- Attendance: Board-wide attendance threshold (≥75%) met by all incumbents; annual meeting attendance by all current directors supports engagement .
- Investor sentiment signal: Strong say-on-pay support (89.1%) indicates broad shareholder confidence in governance and pay practices, though focused on executives .
- Conflicts: No related-party transactions; no loans to related parties; low conflict risk indicated .
- Risk oversight: Formation of a board-level Risk Committee in 2024 enhances governance; Dunne’s real estate experience is potentially valuable for credit and CRE risk deliberations at full Board .
Red Flags
- Absence from standing committees (Audit/Comp/Governance/Risk) may constrain direct involvement in detailed oversight functions; monitor future committee assignments for improved engagement .
Notes on Compensation & Incentives (Director-specific)
- Director compensation at BWFG consists of annual cash retainers (scaled by committee roles) and annual restricted stock grants with 3-year time-based vesting; no director-specific performance metrics disclosed .
- Deferred compensation plan available; directors may defer all cash fees into common stock via Rabbi Trust, paid in stock post-retirement (earlier payout possible only under hardship) .
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